Exhibit 10.13


 





CHANGE IN TERMS AGREEMENT 


 


	Original Principal:  $1,250,000.00	Loan Date:   October 21, 2010	
        Effective date of this Agreement:

        September 15, 2015

	Borrower: PCS Link, Inc.	Lender:  California United Bank
	 	 	 	 


 


DESCRIPTION OF EXISTING INDEBTEDNESS:
ORIGINAL PROMISSORY NOTE DATED OCTOBER 21, 2010 AS EXTENDED AND RENEWED FROM TIME TO TIME, INCLUDING BUT NOT LIMITED TO THE EXECUTION
OF A PROMISSORY NOTE DATED MAY 28, 2013, IN THE AMOUNT OF ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($1,250,000.00) (“CUB
RLOC”) EXECUTED AND DELIVERED TO CALIFORNIA UNITED BANK (“LENDER”) AND AMENDED FROM TIME TO TIME THEREAFTER.


 


COLLATERAL: SECURITY AGREEMENT DATED
OCTOBER 21, 2010, AND UCC-1 FINANCING STATEMENT


 


RECITALS:


 


		A.	As of the date of this Agreement, the outstanding principal balance on the CUB RLOC is Eight Hundred
Seventy Six Thousand Two Hundred Fifty Dollars and 34/100 ($876,250.34);



 


		B.	Borrower has requested that Lender and creditors Opus Bank (“Opus”) and Colgan Financial
Group (“CFG”) agree to modify the terms of outstanding loans to Borrower, and to forbear on certain terms and conditions
which will be set forth in this Change in Terms Agreement, and in documentation entered into substantially concurrently herewith
between Borrower and Opus, and Borrower and CFG, respectively;



 


		C.	Lender has agreed to the modified terms requested by Borrower, and agreed to by Opus and CFG, as
creditors of Borrower. Lender’s consent is conditioned upon Opus and CFG modifying the terms of their respective loans to
Borrower, on the terms and conditions agreed to by the parties; and



 


		D.	Borrower covenanted and hereby reaffirms that except as excused or modified by Opus and Borrower,
it shall be and remain in compliance with the covenants, conditions and terms of the Opus line of credit, as amended from time
to time, that it shall not enter into any further amendment of the Opus line of credit without the prior written consent of CUB,
which consent shall not be unreasonably withheld.



 


DESCRIPTION OF CHANGE IN TERMS:


 


		1.	The Recitals above are true and correct, and incorporated as though fully set forth herein.



 


		2.	The Maturity Date of the CUB RLOC is hereby extended to April 15, 2016. Borrower agrees
to pay to Lender all remaining principal, interest, fees and costs owed on the CUB RLOC, no later than the Maturity Date.



 


		3.	Payments of interest on the CUB RLOC shall be paid to Lender by Borrower on the following terms
and conditions:



 


		a.	Commencing September 1, 2015 and continuing on the 1st day of each successive month
until the Maturity Date, Borrower shall pay the interest accrued from and after August 1, 2015 on the CUB RLOC; and



 


		b.	Interest accrued through July 31, 2015 shall be payable at the Maturity Date, provided however
that the payment of such interest shall be accelerated and become due and payable in the event that (i) Borrower raises, in the
aggregate, an additional $2,000,000.00 in working capital from and after the date of this Agreement, and (ii) Borrower is in compliance
or has been excused from compliance with the cash projections prepared by Borrower and provided to Opus substantially contemporaneously
with this Agreement.



 






    

     

    

 


 


		4.	Lender waives prior events of default by Borrower.



 


		5.	Commencing upon execution of this Change in Terms Agreement, Borrower shall provide to Lender all
weekly or other periodic reports that are provided to Opus.



 


		6.	Concurrently with the execution of this Agreement, Greenwood Hall, Inc. (“Greenwood Hall”),
which is the sole shareholder in Borrower, shall enter into documents with Lender sufficient to grant Lender warrants equal to
one-percent (1%) of the outstanding common stock of Greenwood Hall at an exercise price of $1.04/share (collectively the “Warrants”).
The Warrants shall be evidenced by a Warrant to Purchase Common Stock of Greenwood Hall, Inc. The Warrants are being granted by
Greenwood Hall to provide further financial inducement for Lender to enter into this Agreement.



 


		7.	This Agreement shall become effective upon completion of all of the following:



 


		a.	Mutual execution by the undersigned; and



 


		b.	Receipt by Lender of the executed documentation between Borrower and Opus Bank, and between Borrower
and CFG, in form acceptable to Lender, providing, among other things, (i) for an extension of the maturity date of the Opus line
of credit to April 15, 2016, (ii) that there shall be no further advances from Opus; and (iii) that there shall be no payment made
to CFG except that interest-only payments at half the current note rate may be made to CFG in the event that Borrower raises, in
the aggregate, an additional $2,000,000.00 in working capital from and after the date of this Agreement, and is in compliance with
the cash projections prepared by Borrower and provided to Opus substantially contemporaneously with this Agreement.



 


CONTINUING VALIDITY: Except as expressly
changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing
the obligation(s) remain unchanged and in full force and effect. All funds previously disbursed were disbursed in conformity with
the CUB RLOC and related documents. Consent by Lender to this Agreement does not waive Lender’s right to strict performance
of the obligation(s) as changed nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute
a satisfaction of the obligation(s). It is the intention of the Lender to retain as liable parties all makers and endorsers of
the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. If any
person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this
Agreement is given conditionally based on the representation to Lender that the non-signing party consents to the changes and provisions
of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification
or release but also to all such subsequent actions.


 


PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ
AND UNDERSTOOD ALL THE PROVISIONS OF THIS AGREEMENT AND AGREES TO ALL TERMS AND CONDITIONS OF THE AGREEMENT.


 


Borrower: PCS Link, Inc. dba Greenwood &
Hall


 


By:_____________________________


/s/ John R. Hall, III


Chief Executive Officer


Lender: California United Bank


 


By: _______________________________


/s/ Leticia F. Hernandez


Vice President


 


 


Agreed and accepted as to the grant of Warrants
as set forth in paragraph 6 above:


 


Greenwood & Hall, Inc.


 


By:_____________________________


Name:


Title: